WILL                                                                                      GRACE


Jack: "I'm going to tell you something I've heard from my mother my whole life."
Grace: "Put down that Barbie?"

"I don't want to live with Will anymore.  He has no sense of humor.  He didn't laugh at all when that M80 went off in his toilet."
GRACE: "Well, he can get like that."

KAREN: Rosie! I just met the most incredible man.
ROSARIO: Are you sure you just didn't lean into the doorknob again?

GRACE: Arrrghhh! I'm not gonna-- I just can't believe she just--  Arrghhh!
WILL: So your mom called?"

GRACE: Okay, now you're freakin' me out!! There are crumbs on the carpet, your robe doesn't match your socks, and, oh, my God, there's no product in your hair! I'm calling 9-1-1!
WILL: I'm fine. You know I-I got those nice little pills. Ooh, better call in a refill.
GRACE: Already?
WILL: Little secret: if you cheat and take 'em a little closer together, you can avoid the pain completely. Heh! It's even pretty effective in squashing the lingering ache from having to work so hard for my mother's affection, making it nearly impossible for any man to love me enough to make up for the hole she left in my heart.

GRACE: ...And--and second of all, don't tell me that you're gonna pull out the gay card.
WILL: It is a lot harder for a gay man--
GRACE: Because if you're pulling out the gay card, I'm pulling out the girl card, and we both know that the girl card trumps the gay card.
WILL: Don't make me get my friend Joannie over here, because we both know that the only card that trumps the girl card is the gay girl card.
GRACE: Ok. I'm not losing this. I will call Jill, my African-American, bi-curious, dyslexic... Forget it. I'm exhausted. I fold.
WILL: That's a good move, because I happen to know a differently-abled transsexual with split ends, and that beats the house, missie.

Grace: Ok, here's the Thanksgiving menu so far: apple pie, pumpkin pie, blueberry tart, and ice-cream roll. What am I missing?... Cake. We need cake.
Will: Did you take a bong hit before you wrote that?

"Judy, Barbra, Liza, Bette,
These are names I shan't forget."
 - Barry recites the gay catechism.

"I was voted 'Most Confident' in my low-self-esteem support group." - Tina, Will's Dad's mistress


"Shut your hole you drunken donut."
"Take it easy Francis Ford Fagala!"
"Quit busting my hump, lady!"
 "Listen, Boozo the clown!"
"Oh lady, put a cork in that whine!"

"Can I see it again?"
-anonymous bar patron

"What do the boys make out to these days?  Is it still Judy?"
- Bobbi

"Why haven't you returned my calls? I left messages for you in a cute voice. I rewrote the lyrics to Carousel to reflect our situation. I cried. I've done everything a man is supposed to do." Stuart

Jack: "Sorry, no public displays of affection.  They don't know I'm gay here."
Cam: "I guess that means you haven't moved or spoken."

Karen: "Oh my!  How would you like to live under my skirt?"
Lawyer: "Get yourself a bikini wax.  I like a clean work space."

Jack: "What's going on with you?"
Will: "What?"
Jack: "We haven't sung a show tune since Jimmy Swaggart got caught with a hooker."

Will: "Who's that guy?"
Jack: "That guy?  He's "that guy".  What's his name.  Generic McPainwrap."

Will: Guys don't make passes at girls who wear glasses.
Jack: Guys don't make passes at guys with fat asses.

Jack:"You do like gay porn, don't you?"
Grace:"Who doesn't?"

Grace: I hate men!
Will:  Good, more for me.

Jack: "I've decided to take my career in a whole new direction."
Will: "Forward?"

Grace: "So you two are close, huh?"
Jack: "As close as two men can get in eleven minutes."

Grace: "Where are you going?"
Will: "Where every red-blooded American man goes when he needs to blow off some steam: the sweater deparment at Bergdorf's."

Jack "The world should know the truth about C3PO."
Will "Jack, C3PO is not gay, he's British."
Grace "You really should get another hobby other than outing robots."

"I pretended your jock strap was an oxygen mask all day."
-psycho Val

"I left on Saturday and I've been on ten planes, and a bus, and what I'm still convinced was an anti-semitic camel." Leo

Karen: [Karen and Nathan meet in the elavator for the first time] Going down?
Nathan: You get right to the point.
Karen: [Karen thinks for a minute] I like you.

KAREN: Oh, cripes. Honey, let me give it to you in a nutshell. Your boyfriend's a big flaming feather-wearing, man-kissing,  disco-dancing...
[TAKES A DRINK] Vermont-living, Christina Aguilera-loving, Mikanos-going-- [TO JACK] Honey, take it on home.
JACK: Tom's queer, dear
Jack and Karen explain to a clueless co-ed why her theater-major  boyfriend is never going to rock her world.

Karen: it's always been my dream to have a whole stable full of horses.
WILL: Oh, when did that start? After you took your first black beauty?

JACK:Our horse is gay. He practices the love that dare not speak its neigh-eigh-eigh-eigh-m.
KAREN: Come on, honey, that's silly. You think everything's gay. First Canada, now a horse.

Will tries on a cowboy hat
GRACE: It takes me back to the old west. The old West Village.
KAREN: Yeah. Howdy, domestic pardner.

"Joe has been very upset with my love handles--or as he calls them, 'I don't want to touch you Larry'."

Jack: "While we're here, can we check out lesbian erotica?  I'm still trying to figure out exactly what it is they do."
Will: "I think it's like bumper cars."

Jack:"I really tried to put myself in a dog's postion."
Will:"Why should today be any different?"

Will's date has just called to say he's running late
Jack: Will, have you totally forgotten how to speak our language? 'Running late' is gay for 'I'm blowing you off.'
Will: Really. What's gay for 'get out'?
Jack: That would be 'good morning.'
Will: [at the same time as Jack] Good morning, Jack.
[Jack leaves]

KAREN: Let's cut through the bull. If you want to win, we're gonna have to cheat. So I'll write 30 words on my left boob and 32 on my right...What? It's a little bit bigger. And that's normal.
JACK: No, Karen! You can't write the answers on your boobs!
KAREN: Why not? It's the only place in a gay bar that nobody's gonna look.
JACK: No! That would be cheating. It would besmirch the reputation of gay spelling bees organized by drag queens in filthy tranny bars everywhere.

JACK: There are more important things in life than winning. But I wouldn't know what they are. Because I won!
KAREN: Shut your pansy pie hole! You did not win!
JACK: I did!
KAREN: What?!
JACK: Um, 105 bucks... I won Travel Scrabble. And this trophy, which I can only keep overnight because they need it tomorrow for the shemale egg toss contest.

Rosario: Miss Karen, time to get up.
Karen: Hey. How about bringing the volume down to foghorn level?
Rosario: Up yours, Count Drunkula.

Jack "Headline! I'm in love."
Will "Musta missed that headline...then again, I don't read the farm report."

Glenn Close as Fannie Lieber: "Why am I such a sucker for a gay guy who begs?"
Grace: "Story of my life, sister."

"I helped a fairy get a date?"
-Sylvia, Karen's mother in law

Will: How are you with a pastry bag and rosette tips?
LEO: I never tried 'em, but why don't we hold each other for awhile, and we'll see how we feel after that?

Sylvia: You're queer, too?
Jack: As Christmas in Bloomingdales, girlfriend!

Will:"Totally kissable..."
Jack:"Aren't they all?"
(they're talking about a real dog)

Salesclerk:"Does your son have any interests?"

Karen:"Grace caught him red handed!"
Jack:"He was by himself?"

Karen:"Where are my slippers?"
Rosario:"Have you looked up your ass, you drunken fool?"

Grace: Hmmm. Well, you've come on a good night. Jack's mother is going to be joining us, and she doesn't know Jack's gay.
Karen: How could she not know? What is she, headless?

Lyle Finster: There she is, the woman who set my heart on fire.
[Karen rolls her eyes]
Lyle Finster: Which is a nice change, since the women I'm usually with cause a burning feeling in an altogether different area.
Karen: Get lost, David Cop-a-feel. Just because we once made out like drunk straight girls at a frat party, doesn't mean you're wanted here.
Grace: Hi. Welcome to my office. And we usually reserve this kind of talk for casual sex Friday.
Lyle Finster: Oh, I'm so sorry. I didn't see you there. Lyle Finster.
Grace: Finster? Oh my God. You're Lorraine's father. You tricked Karen into kissing you.
Karen: That's right. And it ain't never gonna happen again. No, sir. Not on my watch.
Lyle Finster: I understand. But I only came here to return the kiss that you left on my lips.
Karen: What? Give it back!
[Karen jumps on Lyle and they start making out and growling]
Grace: If you'll excuse me, I'm just gonna go in the back and gouge out my eyes and puncture my eardrums.
Karen: Oh, no, honey, stay. I was just taking back my -
Karen: Hey!
Lyle Finster: Karen, I'm lost without you. I've tried to fill the void with secretaries and whores, but at the end of the hour, it's you I wish I was paying.
Grace: Really, I'm uncomfortable.
Karen: It's never gonna happen between us, Lyle. So beat it.
Lyle Finster: Very well. But I'll never forget you. Every mouth that I kiss will be your mouth. Every bottom that I slap will be your bottom. Every nipple that I tweak...
Grace: Please, one of us has to go!
Karen: Get out.
Lyle Finster: Very well. But know this: Every vagina...
Grace: GET OUT!

 "I'm not wearing anyone ...yet, because the night is still young."
-SEAN HAYES, when asked by PEOPLE what designer he was wearing at the Golden Globes